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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BRT Apartments Corp | NYSE:BRT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.20 | 1.09% | 18.52 | 18.55 | 18.24 | 18.52 | 26,623 | 22:30:00 |
Massachusetts
|
|
001-07172
|
|
13-2755856
|
(State or other jurisdiction of incorporation)
|
|
(Commission file No.)
|
|
(IRS Employer I.D. No.)
|
Item 9.01
|
Financial Statements and Exhibits.
|
(a)
|
Financial Statement of Business Acquired-Vantage at Shavano Park
|
Page
|
|
|
(i) Independent Auditor’s Report
|
2
|
|
|
(ii) Statement of Revenues and Certain Expenses for the year ended
December 31, 2015
|
3
|
|
|
(iii) Statement of Revenues and Certain Expenses for the three months ended March 31, 2016
|
|
|
|
(iv) Notes to Statements of Revenues and Certain Expenses
|
4
|
|
(b)
|
Unaudited Pro Forma Consolidated Financial Statements
|
5
|
|
|
(i) Pro Forma Consolidated Balance Sheet at March 31, 2016
|
6
|
|
|
(ii) Pro Forma Consolidated Statements of Income:
|
|
|
|
For the year ended September 30, 2015
|
7
|
|
|
For the six months ended March 31, 2016
|
8
|
|
|
(iii) Notes to Pro Forma Consolidated Financial Statements
|
9
|
|
(c)
|
Exhibits
|
|
|
|
|
|
|
|
Exhibit No.
|
Title of Exhibit
|
|
|
23.1
|
Consent of Davis, Ray and Co., PC dated June 6, 2016
|
|
|
|
Three Months Ended March 31, 2016
(unaudited)
|
|
Year Ended December 31, 2015
|
||||
|
|
|
|
|
||||
Revenues:
|
|
|
|
|
||||
Rental income
|
|
$
|
759,000
|
|
|
$
|
2,836,000
|
|
Other income
|
|
75,000
|
|
|
318,000
|
|
||
Rental and other income
|
|
834,000
|
|
|
3,154,000
|
|
||
|
|
|
|
|
||||
Certain Expenses:
|
|
|
|
|
||||
Real estate taxes
|
|
202,000
|
|
|
807,000
|
|
||
Management fees
|
|
33,000
|
|
|
124,000
|
|
||
Utilities
|
|
35,000
|
|
|
190,000
|
|
||
Payroll
|
|
54,000
|
|
|
248,000
|
|
||
Insurance
|
|
21,000
|
|
|
86,000
|
|
||
Repairs and maintenance
|
|
38,000
|
|
|
149,000
|
|
||
Total certain expenses
|
|
383,000
|
|
|
1,604,000
|
|
||
|
|
|
|
|
||||
Revenues in excess of certain expenses
|
|
$
|
451,000
|
|
|
$
|
1,550,000
|
|
|
|
The Trust Historical
|
|
Purchase of Shavano
|
|
The Trust
Pro Forma
as Adjusted
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Real estate properties, net of accumulated depreciation of $37,767
|
|
$
|
637,244
|
|
|
$
|
35,150
|
|
|
$
|
672,394
|
|
|
|
|
|
|
|
|
||||||
Real estate loan
|
|
19,500
|
|
|
—
|
|
|
19,500
|
|
|||
Cash and cash equivalents
|
|
34,792
|
|
|
(6,303
|
)
|
|
28,489
|
|
|||
Restricted cash - multi-family
|
|
6,988
|
|
|
—
|
|
|
6,988
|
|
|||
Deferred costs, net
|
|
6,040
|
|
|
181
|
|
|
6,221
|
|
|||
Deposits and escrows
|
|
9,840
|
|
|
1,235
|
|
|
11,075
|
|
|||
Other assets
|
|
6,352
|
|
|
21
|
|
|
6,373
|
|
|||
Real estate asset held-for-sale
|
|
32,219
|
|
|
—
|
|
|
32,219
|
|
|||
Total Assets
|
|
$
|
752,975
|
|
|
$
|
30,284
|
|
|
$
|
783,259
|
|
|
|
|
|
|
|
|
||||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Mortgages payable
|
|
$
|
495,136
|
|
|
$
|
26,400
|
|
|
$
|
521,536
|
|
Junior subordinated notes
|
|
37,400
|
|
|
—
|
|
|
37,400
|
|
|||
Accounts payable and accrued liabilities
|
|
14,310
|
|
|
333
|
|
|
14,643
|
|
|||
Mortgage payable held-for-sale
|
|
26,400
|
|
|
—
|
|
|
26,400
|
|
|||
Total Liabilities
|
|
573,246
|
|
|
26,733
|
|
|
599,979
|
|
|||
|
|
|
|
|
|
|
||||||
Commitments and contingencies
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Equity:
|
|
|
|
|
|
|
||||||
BRT Realty Trust shareholders' equity:
|
|
|
|
|
|
|
||||||
Preferred shares, $1 par value:
|
|
|
|
|
|
|
||||||
authorized 10,000 shares, none issued
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Shares of beneficial interest, $3 par value:
|
|
|
|
|
|
|
||||||
authorized number of shares, unlimited, 13,306 issued
|
|
39,919
|
|
|
—
|
|
|
39,919
|
|
|||
Additional paid-in capital
|
|
161,041
|
|
|
—
|
|
|
161,041
|
|
|||
Accumulated other comprehensive loss
|
|
(72
|
)
|
|
—
|
|
|
(72
|
)
|
|||
Accumulated deficit
|
|
(56,512
|
)
|
|
—
|
|
|
(56,512
|
)
|
|||
Total BRT Realty Trust shareholders' equity
|
|
144,376
|
|
|
—
|
|
|
144,376
|
|
|||
Non-controlling interests
|
|
35,353
|
|
|
3,551
|
|
|
38,904
|
|
|||
Total Equity
|
|
179,729
|
|
|
3,551
|
|
|
183,280
|
|
|||
Total Liabilities and Equity
|
|
$
|
752,975
|
|
|
$
|
30,284
|
|
|
$
|
783,259
|
|
|
|
The Trust Historical
|
|
Previously Reported Acquisitions
|
|
Previously Reported Disposition
|
|
Purchase of Shavano
|
|
The Trust
Pro Forma
as Adjusted
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental and other revenues from real estate
properties
|
|
$
|
77,023
|
|
|
$
|
9,711
|
|
|
$
|
—
|
|
|
$
|
3,653
|
|
|
$
|
90,387
|
|
Other income
|
|
72
|
|
|
—
|
|
|
1,702
|
|
|
—
|
|
|
1,774
|
|
|||||
Total revenues
|
|
77,095
|
|
|
9,711
|
|
|
1,702
|
|
|
3,653
|
|
|
92,161
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate operating expenses - including
$1,233 to related parties
|
|
38,609
|
|
|
4,327
|
|
|
—
|
|
|
1,949
|
|
|
44,885
|
|
|||||
Interest expense
|
|
19,297
|
|
|
3,197
|
|
(a)
|
—
|
|
|
968
|
|
(a)
|
23,462
|
|
|||||
Advisor's fees, related party
|
|
2,448
|
|
|
—
|
|
|
(296
|
)
|
|
—
|
|
|
2,152
|
|
|||||
Property acquisition costs - including $1,293 to related parties
|
|
1,885
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,885
|
|
|||||
General and administrative-including $171 to related party
|
|
6,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,683
|
|
|||||
Depreciation
|
|
18,454
|
|
|
2,694
|
|
(b)
|
—
|
|
|
996
|
|
(b)
|
22,144
|
|
|||||
Total expenses
|
|
87,376
|
|
|
10,218
|
|
|
(296
|
)
|
|
3,913
|
|
|
101,211
|
|
|||||
Total revenues less total expenses
|
|
(10,281
|
)
|
|
(507
|
)
|
|
1,998
|
|
|
(260
|
)
|
|
(9,050
|
)
|
|||||
Gain on sale of real estate assets
|
|
15,005
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,005
|
|
|||||
Income from continuing operations
|
|
4,724
|
|
|
(507
|
)
|
|
1,998
|
|
|
(260
|
)
|
|
5,955
|
|
|||||
Plus: net loss (income) attributable to non-controlling interests
|
|
(4,969
|
)
|
|
98
|
|
|
—
|
|
|
91
|
|
|
(4,780
|
)
|
|||||
Net (loss) income attributable to common shareholders
|
|
$
|
(245
|
)
|
|
$
|
(409
|
)
|
|
$
|
1,998
|
|
|
$
|
(169
|
)
|
|
$
|
1,175
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted per share amounts attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted (loss) earnings per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.08
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
14,133,352
|
|
|
14,133,352
|
|
|
14,133,352
|
|
|
14,133,352
|
|
|
14,133,352
|
|
|
|
The Trust Historical
|
|
Previously Reported Acquisitions
|
|
Previously Reported Disposition
|
|
Purchase of Shavano
|
|
The Trust
Pro Forma
as Adjusted
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Rental and other revenue from real estate properties
|
|
$
|
44,229
|
|
|
$
|
3,500
|
|
|
$
|
—
|
|
|
$
|
1,827
|
|
|
$
|
49,556
|
|
Other income
|
|
2,033
|
|
|
—
|
|
|
52
|
|
|
|
|
2,085
|
|
||||||
Total revenues
|
|
46,262
|
|
|
3,500
|
|
|
52
|
|
|
1,827
|
|
|
51,641
|
|
|||||
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Real estate operating expenses - including $804 to related parties
|
|
21,108
|
|
|
1,654
|
|
|
—
|
|
|
975
|
|
|
23,737
|
|
|||||
Interest expense - including $86 to related party
|
|
11,580
|
|
|
1,135
|
|
(a)
|
—
|
|
|
484
|
|
(a)
|
13,199
|
|
|||||
Advisor's fees, related party
|
|
693
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
608
|
|
|||||
Property acquisition costs - including $439 to related party
|
|
1,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,010
|
|
|||||
General and administrative-including $87 to related party
|
|
4,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,029
|
|
|||||
Depreciation
|
|
10,616
|
|
|
927
|
|
(b)
|
—
|
|
|
498
|
|
(b)
|
12,041
|
|
|||||
Total expenses
|
|
49,036
|
|
|
3,716
|
|
|
(85
|
)
|
|
1,957
|
|
|
54,624
|
|
|||||
Total revenues less total expenses
|
|
(2,774
|
)
|
|
(216
|
)
|
|
137
|
|
|
(130
|
)
|
|
(2,983
|
)
|
|||||
Gain on sale of real estate
|
|
24,835
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,835
|
|
|||||
Loss on extinguishment of debt
|
|
(2,668
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,668
|
)
|
|||||
Income from continuing operations
|
|
19,393
|
|
|
(216
|
)
|
|
137
|
|
|
(130
|
)
|
|
19,184
|
|
|||||
Plus: net loss (income) attributable to non-controlling interests
|
|
(10,828
|
)
|
|
58
|
|
|
—
|
|
|
46
|
|
|
(10,724
|
)
|
|||||
Net loss (income) attributable to common shareholders
|
|
$
|
8,565
|
|
|
$
|
(158
|
)
|
|
$
|
137
|
|
|
$
|
(84
|
)
|
|
$
|
8,460
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted per share amounts attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted (loss) income per share
|
|
$
|
0.61
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
|
14,101,056
|
|
|
14,101,056
|
|
|
14,101,056
|
|
|
14,101,056
|
|
|
14,101,056
|
|
1.
|
The historical consolidated financial statements of the Trust include the accounts of the Trust and consolidated subsidiaries in which the Trust is presumed to have control in accordance with the consolidation guidance of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”). Investments in entities for which the Trust has the ability to exercise significant influence but does not have financial or operating control, are accounted for under the equity method of accounting. Accordingly, the Trust’s share of the net earnings (or losses) of entities accounted for under the equity method are included in consolidated net income (loss) under the caption “Other Income”. Investments in entities for which the Trust does not have the ability to exercise any influence are accounted for under the cost method of accounting.
|
2.
|
The historical consolidated statement of income for the year ended September 30, 2015 and the previously reported disposition have been adjusted to reflect the reclassification of amounts from continuing operations to discontinued operations.
|
3.
|
Notes to the pro forma unaudited consolidated balance sheet and statements of income for Shavano and other previously reported acquisitions and a previously reported disposition for the year ended September 30, 2015.
|
a)
|
To reflect the interest expense resulting from the mortgages securing Shavano, and the previously reported acquisitions (Civic Center I,Cinco Ranch and River Place ) which expense is calculated an interest rate of 3.61%, 4.24%, 4.44% and 4.39%, respectively, and includes amortization of loan related fees.
|
b)
|
To reflect depreciation expense on the estimated useful life of the properties of 30 years.
|
|
|
BRT REALTY TRUST
|
|
|
|
|
|
By: /s/ George Zweier
|
|
|
George Zweier
|
June 6, 2016
|
|
Vice President and
|
Great Neck, NY
|
|
Chief Financial Officer
|
|
|
|
1 Year BRT Apartments Chart |
1 Month BRT Apartments Chart |
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